Sec Form 4 Filing - Sullivan John J. @ Ascena Retail Group, Inc. - 2012-12-10

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Sullivan John J. 2. Issuer Name and Ticker or Trading Symbol Ascena Retail Group, Inc. [ ASNA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP - Chief Operating Officer (Last) (First) (Middle) C/O ASCENA RETAIL GROUP, INC., 30 DUNNIGAN DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 12/10/2012 (Street) SUFFERN, NY10901 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common 12/10/2012 S 1,852 ( 1 ) D $ 18.6518 3,148 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Share Units ( 2 ) 12/10/2012 M 5,000 ( 7 ) ( 7 ) Common 5,000 $ 0 5,000 D Option to Buy ( 3 ) $ 14.185 12/06/2012( 4 ) 12/06/2021( 4 ) Common 50,000 50,000 D Restricted Share Units ( 5 ) ( 6 ) ( 6 ) Common 20,000 20,000 D Restricted Stock Units ( 8 ) ( 9 ) ( 9 ) Common 10,000 10,000 D Option To Buy ( 3 ) $ 20.79 09/20/2013( 4 ) 09/20/2022( 4 ) Common 30,000 30,000 D Restricted Stock Units ( 11 ) ( 12 ) ( 12 ) Common 12,000 ( 10 ) ( 14 ) 12,000 D Restricted Stock Units ( 10 ) ( 14 ) ( 13 ) ( 13 ) Common 30,000 30,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sullivan John J. C/O ASCENA RETAIL GROUP, INC. 30 DUNNIGAN DRIVE SUFFERN, NY10901 EVP - Chief Operating Officer Signatures Mary Beth Riley, Power of Attorney 12/11/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares sold to pay taxes due upon vesting of restricted stock. ( 2 )Not applicable ( 3 )Granted under the Company's 2010 Stock Incentive Plan. ( 4 )Exercisable in four equal installments with the first installment on the date indicated. ( 5 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of Ascena common stock. ( 6 )The number of RSU's to be received will be based upon the percentage achievement by Ascena of certain financial performance targets for Ascena's fiscal years 2012, 2013 and 2014. ( 7 )These shares will vest 50%, with the first vesting on December 6, 2012. ( 8 )Restricted share units issued under the Comnpany's 2010 Stock Incentive Plan. ( 9 )These units vested in two equal installments on June 19, 2013 and June 19, 2014. ( 10 )These shares of performance based stock were awarded under the Company's 2015 Long Term Incentive Plan (the "2015 LTIP"). ( 11 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of Ascena common stock. ( 12 )The number of RSU's to be received will be based upon the percentage of achievement by Ascena of certain financial performance targets for Ascena's fiscal year 2013, 2014 and 2015. ( 13 )These shares will vest 10% over three years, these shares will vest 15% in the fourth year, these shares will vest 20% the fifth year, and 35% the sixth year. The first vesting will be September 20, 2013. ( 14 )Granted subject to stockholder approval of the amendment of the 2010 Stock Incentive Plan, as amended, at the Company's Annual Meeting of Stockholders on 12/11/2012.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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